Adpad Terms and Conditions 2016
Definitions and Interpretation
Adpad is the tablet that is used to display advertising slots.
AdPad Customer Contact means the online details for you to contact Adpad by email and telephone.
Closing Date means the specified date on the Adpad website as the last date of securing an advertising slot on the Adpad.
Content means any information, advertisement, business name, trade name, trade mark, design, logo, photograph, illustration, graphic, artwork, text, URL (and content accessible via that URL), video, video link or other material.
Contract means the terms on which We supply any Products to You as detailed in Clause 1.2.
Minimum Period means the minimum commitment that applies to a Product that We Supply to You, as set out in Schedule 1.
Product means the advertising slot within the Adpad.
Order means the right to have an advertising slot in the Adpad after full payment has be processed and approved when the Start Date commences.
Payment Plan means the payment plan terms in accordance with clause 4.3 of this contract. Note that this is a recurring payment plan entered into between the Customer and Adpad’s processing partner.
Personal Information has the meaning given in the Privacy Act 1988 (Cth). Price means the price or charges payable by You for a Product, as notified to You by Us from time to time, whether payable in full or in instalments.
Start Date means the later of the date when you accept the online terms and conditions, paid for your advertisement and your advertising slot is confirmed and / or when 2000 businesses sign onto Adpad.
Us and We means Viren Technology Pty Ltd.
You, Your refers to the customer named on the front of the Order and includes any principal on whose behalf the customer acts.
Your Website means any website that We identify as used in connection with Your business, and does not need to be owned by You.
1 About these Terms
1.1 The terms on which We supply Products to You are:
a) the Terms; and
b) the Order and any specific terms We provide to You for a Product when You place an Order.
2 Term of Your Contract or Product
2.1 Each Contract commences on the Start Date and continues until the earlier of:
a) completion of that Contract; or
b) termination of that Contract under these Terms.
3 Format and Content of the Product
Fulfilling Your Content entitlements
3.1 You must give Us any Content for a Product by the Closing Date, which is subject to revision or extension by Us. If You do not provide Us with Content for the Static Product by the Closing Date, We will use any Content You have already provided to Us and You must still pay Us the full price.
3.2 We are not responsible for the Content (whether provided by You or collected by Us) in the Product that We supply to You. You must keep your Content current and accurate by providing Us with updated Content or by using the AdPad Customer Contact (for compatible products). For the avoidance of doubt, it is the Customers responsibility to supply the appropriate Content and at no stage does Adpad take onus for advertising or displaying incorrect content that was supplied by the Customer.
Our right to reject or remove Content
3.3 We may at any time reject or remove any Content from a Product or change, delete, disable or suspend a Product or any Content for any reason without prior notice to You, including:
a) if We reasonably believe that the Content or its use will breach Your Contract, contravenes any law, infringes (or is likely to) rights of third parties or is inappropriate, obscene or defamatory;
b) if We reasonably believe that the Content or its use will affect Us or a Related Body Corporate unfavourably; or
c) to comply with requirements, notices or standards given to Us or a Related Body by any third party, including a regulatory body.
Presentation, classification & availability of a Product and Content
3.4 We may control or change a Product, Your Content, any Directory, means of displaying the Product or Your Content, including the:
a) duration, nature, content, size and presentation (such as format, design placement, order and position on a page);
b) classification, business categories, keywords and search criteria or any algorithm which may determine advertising positioning on that page; and
c) availability of Products or their components in headings or categories on a page.
For the avoidance of doubt, each Product that is sold first in time, has priority positioning on that page, over later Products sold. As such the positioning of the Product first in time will take priority over later Product placements and or positioning (for example, first in time as precedent positioning over others).
Retention of Content
3.5 When Your Contract ends or a Product is cancelled, We may retain or delete any Content relating to it.
Your obligation to pay Us
4.1 We will invoice you a receipt once your Order has been confirmed and processed through our online system on our website. You must pay the Product’s price (which includes an additional administration fee and a non-refundable set up fee) in the invoice by the specified due date in accordance with the invoice.
4.2 If You do not pay Us under clause 4.1 (including because a payment You have made is declined or otherwise not received by Us because of insufficient funds), We may:
a) charge You interest on the unpaid amounts from the date the amount became due until it is paid in full;
b) charge You any reasonable debt collection and legal costs incurred due to such failure to pay;
c) charge You a late payment fee as set out on Your invoice;
d) cancel any or all of the Products You purchase from Us; and/or
e) charge You a dishonour fee, as notified to You by Us from time to time.
Payment Plan terms
4.3 Where You have requested a Payment Plan arrangement, the result of any payment will be reflected against any account for the Product within five business days.
4.4 You consent to any increased prices or additional charges being included in any payment plan authority granted to Us.
GST on payments
4.5 Unless stated otherwise, all amounts or fees in relation to the Products do not include any GST.
4.6 Where We make a taxable supply to You and the consideration for that supply does not expressly include GST, You must also pay Us an amount equal to the GST payable by Us. Subject to first receiving a tax invoice from Us, You must pay the GST amount when You are liable to provide Us with consideration.
5 Termination of a Contract or Product
5.1 You may terminate a Contract (in whole or part) in accordance with the cancellation policy set out in Schedule 1.
5.2 We may terminate any of Your Contracts (in whole or part) or suspend or cancel one or all of Products We supply to You, and You must pay any cancellation fee set out in Schedule 1 for the affected Products, immediately:
a) if You breach the terms of any of Your Contracts; or
b) if You:
i) are unable to pay Your debts as they fall due; or
ii) have any steps undertaken for Your winding up or liquidation, or a controller, administrator or similar officer is appointed of You or Your assets;
c) if We become unable to perform the Contract due to a force majeure event affecting either Us or Our nominees; or
d) but with as much warning as We reasonably can if:
i) the law requires;
ii) We believe on reasonable grounds that providing You with the Product is illegal or may become illegal;
iii) We reasonably believe that there is a risk of loss or damage to Us or another if We do not terminate Your Contract or suspend or cancel a Product; or
iv) a third party so directs Us.
5.3 We may terminate a Contract (in whole or part) or suspend or cancel one or all of Products by 30 days’ written notice to You without cause (and will refund the price on a pro-rata basis).
5.4 After termination or cancellation of a Contract:
a) unless otherwise set out in these Terms, We will have no obligation to refund any component of the price (including GST paid), already paid prior to the termination;
b) You must pay to us amounts which were due or incurred before termination and any cancellation fee;
c) We may remove the Product We supplied to You and Your Content; and
d) We may continue to publish Your business details as a free listing, even if you cancel your paid listing; ad-Pad Products, if the Product We supplied to You has a Campaign Spend and at the date of cancellation or termination this has not been spent, We will continue to provide it until that spend is reached where possible to do so. You will not be entitled to a refund of any unspent Campaign Spend.
6 Intellectual Property
6.1 You grant Us a perpetual royalty free licence to use, reproduce, modify, adapt, communicate to the public ) for the purposes of providing the Product and syndicating, distributing or otherwise making available the Product, or any Content included in a Product, as we see fit (which may be as part of a service, application or other product owned or operated by a third party).
6.2 You agree that We or Our licensors own all intellectual property rights in and to the Product (other than Your Content) and any other Content, data, results, reports or other materials that are produced under these Terms or in connection with any Product and You must not use, reproduce or do anything else with it without our express prior written consent.
7 Our warranties and limitation of liability
7.1 Subject to the express warranties set out in these Terms, any terms implied by law (that cannot be excluded) and consumer protection laws, We provide no warranties or guarantees to You in relation to a Product.
7.2 We will use due care and skill in relation to the provision of the Product but We neither warrant or guarantee that the Product will be free from errors or omissions or provided to You by or within a particular time.
7.3 If We fail to comply with any applicable statutory guarantee or term of a Contract, We and Our related bodies limit Our liability for that failure (where fair and reasonable to do so in respect of a statutory guarantee) to either of the following at Our option:
a) supply of the Product again, free of charge to You; or
b) paying You the cost of having the Product supplied again.
7.4 You agree that, apart from Your rights under clauses 7.1 and 7.3 of these Terms We, Our related bodies and Third Party Site or Application Owners (and representatives) will not be liable for any loss, damage, claim or demand incurred or made by any person arising out of or in connection with a Contract, including from provision of, or failure to provide, the Product.
8 Your warranties
8.1 You represent and warrant to Us and Our related bodies that:
a) either You own all intellectual property rights in Your Content or You have obtained the consent of the owner of those rights to allow Us to collect and use Your Content in the manner contemplated in these Terms;
b) nothing in Your Content, in the Products that We supply to You, Your Selected Keywords, Paid Ads or any other product:
i) contravenes any laws, or incites breaches of any law, or regulations, industry codes, or guidelines (including the Privacy Act (1988), Spam Act (2003) and Competition & Consumer Act (2010));
ii) infringes the rights of any third parties;
iii) breaches any of Contracts or Your obligations to any third party, Our privacy policies or relevant Third Party Terms;
iv) in Our reasonable opinion, otherwise prejudices or prejudice Us or Our Related Bodies’ reputation or brand;
v) is inappropriate, obscene, defamatory, unsuitable for minors, discriminatory, misleading or deceptive (or likely to be), or promotes or instructs in matters of crime;
c) Your Content in the Products that We supply to You is free of “worms”, “viruses” and other disabling devices;
9 Your indemnity in favour of Us
9.1 You agree to indemnify Us, Our Related Bodies and Third Party Site or Application Owners (and representatives) against all claims, damages, costs, penalties, and liabilities of any nature caused directly or indirectly by Your:
a) act or omission or any breach by You of any provision of a Contract including the warranties given by You under clause 1 or Part B of these Terms; and
b) appointment of Us as Your agent for any purpose specified in Your Contract.
10.1 All information of a confidential nature disclosed by Us to You under a Contract is and will remain confidential and must not be disclosed by You (or Your employees, officers, advisers or contractors) to any third party, except for the purposes of the Contract unless such information:
a) is already known by You, or is in Your possession;
b) has been lawfully obtained by You from another source;
c) is or becomes publicly known through no wrongful act by You; or
d) must be disclosed pursuant to any obligation You have at Law.
11.4 We may communicate with You via any method we determine including email (including any email address appearing in a Product We supply to You), SMS message or fax unless you tell us not to.
11.5 When We communicate with You via email:
a) You must keep Your address current, Your email service operational and check Your emails regularly;
b) You are deemed to have received any email We have sent You;
c) If We receive an automated email non-delivery notification that You have not received the email We sent You, We will use reasonable endeavours to attempt to contact You using other methods.
12 Other important terms
12.1 Only We may assign or novate Our rights and obligations under a Contract without Your consent.
12.2 Each Contract will be governed by the laws in force in the Australian State or Territory in which it is entered into.
12.4 Each Contract constitutes the entire agreement between You and Us, and supersedes all other agreements between You and Us relating to its subject matter.
12.5 If any of the terms of a Contract are invalid, unenforceable or illegal, that term will be struck out and the remaining terms will remain in force.
13 AdPads Video/Photography
13.1 The price for the Product may be charged upfront or monthly. For monthly payment Products, at the end of the 12 month.
13.2 The price for the Product may also include:
(b) an edit fee, if You request that the Product is edited after You have approved the Product, as set out in Your Contract; and
13.3 If requested by Us, You must take any necessary steps or provide Us with any material required to finalise the Product within 1 month of the date of Your Contract. If You do not do so We are not obliged to provide You with the Product and may cancel your Order. If cancellation occurs you will only be charged if We have commenced work, in accordance with the cancellation policy.
13.4 Where We permit You or another person to use the Product, We are not liable for any loss, damage, claim or demand arising in respect of the use by You or another person.
CANCELLATION POLICY FOR PRODUCTS
|Product||Minimum Period Commencement||Minimum Period||Cancellation||Cancellation Policy and Fees|
|Advertising Slots||The Minimum Period starts on the Closing Date||The Minimum Period is 12 Months unless your Order says otherwise||You can cancel at any time. Just let Us know by writing, email or phone, prior to the relevant Closing Date. There’s a cancellation fee for both before and after the Closing Date.||